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APPENDIX
1. Newco (ITS) would recapitalize in accordance with the
ITS stock purchase agreement;
2. Robinson and ALTD would sell 10,764 Newco shares to the
purchasers for $53,097,736 (JAL and Lufthansa each 4,780 shares
for $23,579,262 and Nissho Iwai 1,204 shares for $5,939,212) in
accordance with the amended and restated ITS stock purchase
agreement;
3. Newco would issue 8,054 Newco shares to the purchasers
for $39,725,000 (JAL and Lufthansa each 3,222 shares for
$15,890,000 and Nissho Iwai 1,610 shares for $7,945,000);
4. under the asset transfer agreement, International would
sell assets with a value of $39,725,000 to Newco for a like
amount of cash;
5. the purchasers would sell to Mattawan all of their
International shares in exchange for Mattawan demand promissory
notes (JAL and Lufthansa 646,000 shares each for $15,890,000 and
Nissho Iwai 323,000 shares for $7,945,000);
6. International would declare and pay a $39,725,000 cash
dividend to Mattawan that would in turn use the cash to repay the
notes issued in step 5;
7. Newco would issue an additional 38,684 Newco shares to
the purchasers for $177,411,262 and the shares representing the
12.5-percent interest in MNV (JAL and Lufthansa each 16,999
shares for $78,599,196 and 5 percent of MNV’s shares and Nissho
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